How to Review Force Majeure Clauses in a Franchise Agreement

A franchise business being temporarily unable to operate does not mean that all its contractual obligations are automatically suspended. In the event of a disaster, a closure order from a public authority or a widespread infrastructure outage, each obligation must be assessed separately to establish whether it continues. Before entering the franchise market in Türkiye, review the force majeure clause not simply as a list of events, but as a practical plan setting out how both parties should act during a disruption.

1. Distinguish force majeure from commercial risk

Türkiye has no standalone franchise law specifically governing franchise agreements. Nor is there a general mandatory franchise register or a standardised pre-contractual disclosure system. The relationship is governed by the relevant general legislation, primarily the Turkish Code of Obligations No. 6098 and the Turkish Commercial Code No. 6102. Depending on the subject matter, the Law on the Protection of Competition No. 4054 and the Industrial Property Code No. 6769 may also be relevant.

Article 136 of the Turkish Code of Obligations addresses situations where performance becomes impossible for reasons for which the debtor cannot be held responsible; Article 137 deals with partial impossibility. Article 138 allows a party, under certain conditions, to seek adaptation of the contract on grounds of excessive hardship. These are distinct legal situations and do not produce the same outcome in every business disruption.

For example, falling sales, rising costs or cash-flow difficulties do not, on their own, constitute force majeure. A public authority's decision prohibiting a particular activity may affect performance of the relevant obligation differently. What matters is not just the event itself, but which obligation it prevents a party from performing, and how.

The fact that an agreement lists earthquakes or epidemics does not give you the right to stop all payments if such an event occurs. Nor can the consequences of a temporary obstacle automatically be resolved by applying the rules on permanent impossibility. Before signing, ask your lawyer to assess the draft provisions against the way your business will actually operate.

2. Turn the list of events into a map of obligations

A well-drafted clause does more than list disasters. It also sets out assessment criteria, such as whether the event is beyond the parties' control, whether it could have been prevented and how it affects performance of the agreement. Not every event will require the whole business to close; it may disrupt only deliveries, production or in-store service.

Ask the franchisor for a written disruption matrix covering the following:

• Affected activity: Are in-store sales, production or online orders being halted?
• Affected obligation: Which requirement cannot be met: opening hours, minimum purchases, sales targets or service standards?
• Temporary consequence: Is the obligation suspended, is the deadline extended, or will performance continue through an alternative method?
• Decision and records: Who assesses the situation, which documents are used as evidence, and when is the decision communicated?

For example, home delivery may still be possible when in-store service is unavailable. However, any alternative activity must be legally permitted, technically feasible and safe for employees. The agreement should not automatically treat your refusal to adopt an unworkable alternative as a breach.

Also check whether the provisions work both ways. If the franchisor's central software or distribution network stops working, a clause that releases only the franchisor from liability while leaving your sales targets unchanged could produce an unbalanced outcome.

3. Put payment rules for the disruption period in writing

A statement that ‘the parties are not liable in the event of force majeure’ does not explain which invoices must be paid. Distinguish debts incurred before the disruption from fees that will accrue during it. Refunds of amounts already paid, services not yet provided and ongoing services also require separate consideration.

Look for clear provisions covering fixed monthly fees, minimum payment commitments and charges for systems that can no longer be used. A turnover-based fee may fall when there are no sales, but a contractual minimum may mean that payments continue. Read the calculation rules, not just the name of the fee.

During negotiations, obtain answers to these questions:

• Which charges will stop during a complete closure, and which will continue to accrue?
• If the business operates partially, what objective criteria will be used to calculate any reduction?
• Will deferred payments become due in one lump sum on reopening, or in instalments?
• Will late-payment interest or penalties apply to obligations suspended under the agreement?

Deferral does not cancel a debt. Requiring all accumulated payments on the day of reopening could make it harder for the business to recover. Structure the payment schedule with this possibility in mind. Remember, too, that relief under the franchise agreement does not automatically change your rent, bank loan or other supplier obligations; each agreement must be reviewed separately.

4. Define the process from notification to reopening

The force majeure clause should specify who must receive notice, through which channel and within what timeframe. It should also account for situations such as a complete failure of communications infrastructure. Very short deadlines that continue to run when giving notice is practically impossible may lead to disputes later.

Keep official decisions, outage records, delivery notices and dated correspondence to document the event and its effect on the business. Under Article 136 of the Turkish Code of Obligations, it is important for the debtor to notify the other party of the impossibility without delay and take the necessary measures to prevent further loss. However, employees should not be put at risk to gather evidence.

Ask for the draft to include regular status updates, reasonable co-operation to mitigate losses and an assessment of readiness to reopen. Resuming operations should not depend solely on the date the obstacle is removed; safe access, necessary checks and operational readiness should also be taken into account. If the disruption continues, the agreement should clearly state when the parties will meet to review the position and what process will apply if they cannot agree.

Carry out a final check using a sample scenario: if a public authority orders the business to close, who will give the initial notice, which charges will continue to accrue, and who will approve readiness to reopen? If the draft does not provide the answers, the provisions are not yet clear enough.

Practical takeaway: Before signing, have a table added to the force majeure clause linking each event to the affected obligation, its payment consequences, notification requirements and reopening steps. The aim is not to eliminate every risk, but to reduce uncertainty when disruption occurs.